Pegasystems 2025年季度报告

____________________________ FORM10-Q_____________________________________ ☒Quarterly Report pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period endedSeptember30, 2025 OR ☐Transition Report pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number:1-11859____________________________ PEGASYSTEMS INC. (Exact name of Registrant as specified in its charter)____________________________ 04-2787865 Massachusetts (IRS Employer Identification No.) (State or other jurisdiction of incorporation or organization) Indicate by check mark whether the Registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the Registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days.YesxNo¨ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T duringthe preceding 12 months (or for such shorter period that the Registrant was required to submit such files).Yesx No¨ Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growthcompany. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the ExchangeAct. Large accelerated filerxAccelerated filer☐Non-accelerated filer☐Smaller reporting company☐Emerging growth company If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes☐No☒ PEGASYSTEMS INC. QUARTERLY REPORT ON FORM 10-Q TABLE OF CONTENTS PART I - FINANCIAL INFORMATION Item1. Financial Statements Unaudited Condensed Consolidated Balance Sheets as of September30, 2025 and December31, 20243Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2025 and 20244Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2025 and 20245Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the three and nine months ended September 30, 2025 and 20246Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 20248Notes to Unaudited Condensed Consolidated Financial Statements9 Item2. Management’s Discussion and Analysis of Financial Condition and Results of Operations24Item3. Quantitative and Qualitative Disclosures About Market Risk32Item4. Controls and Procedures32 PART II - OTHER INFORMATION Item1. Legal Proceedings33Item1A. Risk Factors33Item2. Unregistered Sales of Equity Securities and Use of Proceeds33Item 5. Other Information33Item6. Exhibits34 Signatures35 September 30, 2025December 31, 2024 PEGASYSTEMS INC.UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(in thousands) NOTE 1. BASIS OF PRESENTATION Pegasystems Inc. (together with its subsidiaries, “the Company”) has prepared the accompanying unaudited condensed consolidatedfinancial statements pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interimfinancial reporting. Accordingly, they do not include all the information required by the generally accepted accounting principles (“GAAP”)in the United States of America (“U.S.”) for complete financial statements and should be read in conjunction with the Company’s auditedfinancial statements included in the Annual Report on Form 10-K for the year ended December31, 2024. In the opinion of management, the Company has prepared the accompanying unaudited condensed consolidated financial statements on thesame basis as its audited financial statements, and these financial statements include all adjustments, consisting only of normal recurringadjustments, necessary for a fair presentation of the results of the interim periods presented. All intercompany transactions and balances were eliminated in consolidation. The operating results for the interim periods presented do notnecessarily indicate the expected results for fiscal year 2025. Stock Split On February 12, 2025, the Company’s Board of Directors approved atwo-for-one forward stock split (the “Stock Split”) of the Company’scommon stock, par value $0.01(“Common Stock”), to be effected as a stock dividend and a proportionate increase in the number ofauthorized shares of Common Stock from200,000,000to400,000,000(the “Authorized Share Increase”). The A